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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2004
Oneida Ltd.
(Exact name of Registrant as specified in its charter)
New York 1-5452 15-0405700
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification
incorporation) Number)
163-181 Kenwood Avenue, Oneida, New York 13421
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 361-3000
None
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(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On August 9, 2004 Oneida Ltd. (the "Company") completed the
comprehensive restructuring of its existing indebtedness with its lenders. This
restructuring included the conversion of $30 million of principal amount of debt
into an issuance of a total of 29,852,907 shares of the common stock of the
Company to the individual members of the lender group or their respective
nominees identified on Schedule 1 of Exhibit 10.7 hereto (the "New
Shareholders"). The common shares were issued to the respective lenders or their
respective nominees in blocks of shares proportionate to the amount of debt held
by each lender as set forth on Schedule 1 of Exhibit 10.7 hereto. As of August
9, 2004, these 29,852,907 shares of common stock represented approximately 62%
of the outstanding shares of common stock of the Company. As part of the debt to
equity conversion the Company's Board of Directors (the "Board") will be
reorganized so that the New Shareholders will designate 6 of the Board's 9
members. A majority of the Board will remain independent. It is anticipated that
the Board reorganization will be completed within 60 days.
In addition to the debt to equity conversion, the Company received a
new $30 million revolving credit facility from the lenders and restructured the
balance of the existing indebtedness into a Tranche A loan of approximately $125
million and a Tranche B loan of approximately $80 million. All of the
restructured bank debt is secured by a first priority lien over substantially
all of the Company's and its domestic subsidiaries' assets.
The Tranche A loan will mature in three years and require amortization
of principal based on available cash flow for the first two years and fixed
amortization of $1.5 million per quarter in the third year. Interest on the
Tranche A loan will accrue at LIBOR (London InterBank Offered Rate) plus
6%-8.25% depending on a leverage to cash flow formula.
The Tranche B loan will mature in 3-1/2 years with no required
amortization. Interest on the Tranche B loan will accrue at LIBOR plus 13% with
a maximum interest rate of 17%. Interest for the first year will not be payable
in cash, but will be added to the principal balance of the Tranche B loan. For
the second year, 70% of interest will be added to the principal balance, and for
the third year up to 30% of interest will be so added. Interest will be payable
in cash thereafter.
ITEM 5. OTHER EVENTS.
On July 28, 2004, the Board of Directors of Oneida Ltd. (the "Company")
approved the amendment of the Amended and Restated Rights Agreement (the "Rights
Agreement") dated as of December 3, 1999 between the Company and American Stock
Transfer & Trust Company (the "Rights Agent"). The Company has delivered to the
Rights Agent the amendment of the Rights Agreement and Certification of
Compliance with Section 26 dated August 9, 2004 directing the Rights Agent to
amend the Rights Agreement as provided below.
Section 7(a) of the Rights Agreement is amended by deleting clause (ii)
thereof and replacing it with the following: "(ii) simultaneously with the
execution and delivery of the securities exchange agreement dated as of August
9, 2004 among the Company and the purchasers set forth on Schedule 1 thereto
(the "Securities Exchange Agreement") and the consummation of the transactions
contemplated thereby." The effect of this amendment is to revise the expiration
date of the rights covered by the Rights Agreement so that such expiration date
coincides with the execution and delivery of the Securities Exchange Agreement.
The amendment of the Rights Agreement and the Certification of
Compliance with Section 26 is attached hereto as Exhibit 4 and is incorporated
herein by reference. The foregoing description of the amendment and its effects
does not purport to be complete and is qualified in its entirety by reference to
such Exhibit 4 and the Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 4 Amendment of the Amended and Restated Rights
Agreement and Certification of Compliance with
Section 26 dated August 9, 2004.
Exhibit 10.1 Second Amended and Restated Credit Agreement dated
as of August 9, 2004 between Oneida Ltd., the
financial institutions named in the Second Amended
and Restated Credit Agreement and JPMorgan Chase
Bank as Administrative Agent and Collateral Agent.
Exhibit 10.2 Amended and Restated Security Agreement dated as of
August 9, 2004, between Oneida Ltd., those domestic
subsidiaries of Oneida Ltd. which are named as
Guarantors in the Amended and Restated Security
Agreement and JPMorgan Chase Bank, as Collateral
Agent.
Exhibit 10.3 Amended and Restated Pledge Security Agreement dated
as of August 9, 2004, between Oneida Ltd., those
domestic subsidiaries of Oneida Ltd. which are named
as Guarantors in the Amended and Restated Pledge
Security Agreement and JPMorgan Chase Bank, as
Collateral Agent.
Exhibit 10.4 Second Amended and Restated Collateral Agency and
Intercreditor Agreement dated as of August 9, 2004,
between Oneida Ltd., those domestic subsidiaries of
Oneida Ltd. which are named as Guarantors in the
Second Amended and Restated Collateral Agency and
Intercreditor Agreement, JPMorgan Chase Bank as
Collateral Agent, Administrative Agent, Swingline
Lender, Issuing Bank, and Existing Trade L/C Issuer,
the Lenders as defined in the Second Amended and
Restated Collateral Agency and Intercreditor
Agreement, Bank of America, N.A., as issuer of the
Bank of America L/C, and HSBC Bank USA, National
Association, as issuer of the HSBC China L/C.
Exhibit 10.5 Amended and Restated Consolidated Subsidiary
Guarantee Agreement dated as of August 9, 2004,
between Oneida Ltd., those domestic subsidiaries of
Oneida Ltd. which are named as Guarantors in the
Amended and Restated Consolidated Subsidiary
Guarantee Agreement and JPMorgan Chase Bank, as
Collateral Agent and Administrative Agent.
Exhibit 10.6 Amended and Restated Consolidated Subsidiary
Subordination Agreement dated as of August 9, 2004,
between Oneida Ltd., those domestic subsidiaries of
Oneida Ltd. which are named as Guarantors in the
Amended and Restated Consolidated Subsidiary
Subordination Agreement and JPMorgan Chase Bank, as
Collateral Agent and Administrative Agent.
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Exhibit 10.7 Securities Exchange Agreement dated as of August 9,
2004, between Oneida Ltd. and the purchasers set
forth in the Securities Exchange Agreement.
Exhibit 10.8 Registration Rights Agreement dated as of August 9,
2004, between Oneida Ltd. and the entities set forth
on Schedule 1 to the Registration Rights Agreement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized.
ONEIDA LTD.
By: /s/ PETER J. KALLET
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Name: Peter J. Kallet
Title: Chairman of the Board, President
and Chief Executive Officer
Date: August 19, 2004
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EXHIBIT INDEX
Exhibit
No. Description
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4 Amendment of the Amended and Restated Rights Agreement and
Certification of Compliance with Section 26 dated August 9, 2004.
10.1 Second Amended and Restated Credit Agreement dated as of August 9,
2004 between Oneida Ltd., the financial institutions named in the
Second Amended and Restated Credit Agreement and JP Morgan Chase Bank
as Administrative Agent and Collateral Agent.
10.2 Amended and Restated Security Agreement dated as of August 9, 2004,
between Oneida Ltd., those domestic subsidiaries of Oneida Ltd. which
are named as Guarantors in the Amended and Restated Security Agreement
and JPMorgan Chase Bank, as Collateral Agent.
10.3 Amended and Restated Pledge Security Agreement dated as of August 9,
2004, between Oneida Ltd., those domestic subsidiaries of Oneida Ltd.
which are named as Guarantors in the Amended and Restated Pledge
Security Agreement and JPMorgan Chase Bank, as Collateral Agent.
10.4 Second Amended and Restated Collateral Agency and Intercreditor
Agreement dated as of August 9, 2004, between Oneida Ltd., those
domestic subsidiaries of Oneida Ltd. which are named as Guarantors in
the Second Amended and Restated Collateral Agency and Intercreditor
Agreement, JPMorgan Chase Bank as Collateral Agent, Administrative
Agent, Swingline Lender, Issuing Bank, and Existing Trade L/C Issuer,
the Lenders as defined in the Second Amended and Restated Collateral
Agency and Intercreditor Agreement, Bank of America, N.A., as issuer
of the Bank of America L/C, and HSBC Bank USA, National Association,
as issuer of the HSBC China L/C.
10.5 Amended and Restated Consolidated Subsidiary Guarantee Agreement dated
as of August 9, 2004, between Oneida Ltd., those domestic subsidiaries
of Oneida Ltd. which are named as Guarantors in the Amended and
Restated Consolidated Subsidiary Guarantee Agreement and JPMorgan
Chase Bank, as Collateral Agent and Administrative Agent.
10.6 Amended and Restated Consolidated Subsidiary Subordination Agreement
dated as of August 9, 2004, between Oneida Ltd., those domestic
subsidiaries of Oneida Ltd. which are named as Guarantors in the
Amended and Restated Consolidated Subsidiary Subordination Agreement
and JPMorgan Chase Bank, as Collateral Agent and Administrative Agent.
10.7 Securities Exchange Agreement dated as of August 9, 2004, between
Oneida Ltd. and the purchasers set forth in the Securities Exchange
Agreement.
10.8 Registration Rights Agreement dated as of August 9, 2004, between
Oneida Ltd. and the entities set forth on Schedule 1 to the
Registration Rights Agreement.
STATEMENT OF DIFFERENCE
The section symbol shall be expressed as................................. 'SS'